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An agent of change

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Winston Zhao remembers his first aeroplane trip, to the United States, 18 years ago. Although a university lecturer and 31 years of age, he says he felt like an innocent mainlander seeing the world for the first time. 'The stewardess asked me what I wanted to drink,' he said, recalling May 18, 1985, the day he boarded a United Airlines jumbo leaving China. 'I said 'Coke'. It was the only American drink I knew. She jokingly replied, 'How much can you pay?' I only had US$100 on me, so I handed it to her. 'Oh, what a big note!' she said, handing the money back to me. 'Here, the Coke is on me.''

That flight not only opened Mr Zhao's eyes to air travel; it was the beginning of a journey that led to many successes, as a law student at Duke University, as a mergers and acquisitions lawyer on Wall Street, and as a top lawyer and partner at a major US law firm in Shanghai, where he has a reputation for leading efforts to reform the mainland's state-owned enterprises.

Mr Zhao, 49, has helped tobacco conglomerate Philip Morris establish manufacturing and distribution joint ventures throughout China and aided its food subsidiary, Kraft, in setting up factories in Beijing, Guangzhou and Tianjin. And as partner-in-charge of Jones Day's office in Shanghai, he helped Wuhan's Dongfeng Motors form a US$2 billion joint venture this year with Japan's Nissan Motors in a pact likely to position Dongfeng as a future global player. The deal, completed in May, is the single largest merger and acquisition in the mainland auto market, involving more than 20 lawyers from Jones Day and taking more than a year to negotiate.

The deal was historic in more ways than one. It was the first time a large state-owned enterprise had hired a foreign law firm to complete a merger and acquisition deal. It also was the largest investment by a Japanese company in China. Led by Mr Zhao, lawyers from Jones Day's offices in Los Angeles, Cleveland, Dallas, Washington, D.C., Tokyo and Taipei helped complete the deal. 'From Dongfeng's point of view, it has reached the global stage through this type of corporate restructuring,' Mr Zhao said. 'By using China's market potential and combining it with Nissan's strong research and development capabilities, Dongfeng stands to be a future global competitor.'

Mr Zhao has come a long way since he entered Duke University's law school in Durham, North Carolina, in 1985. Although the Shanghai-born native studied English for more than 10 years, he remembers it took some adjusting to understand his teachers and classmates, not to mention legal terminology. But in 1988, he was among five mainland Chinese students graduating with a doctorate in jurisprudence.

It was also then that Mr Zhao had his first taste of American law. Having attended Duke on full scholarships, paid for by Duke or other private institutions in the US, he and four other mainlanders were supposed to return to China immediately upon graduation. None of the five wanted to leave, so they took their problem to the dean, arguing that they should be able to stay long enough to take the bar exam in the US. They won their case - on the condition they secured internships. Mr Zhao earned his stripes at Coudert Brothers in New York, passed the bar exam in the states of New York and New Jersey, and was hired as a full member of the legal staff.

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